exv10w3






Exhibit 10.3




FINANCIAL ENGINES, INC.




SPECIAL EXECUTIVE RESTRICTED STOCK PURCHASE PLAN




     1. Purposes of the Plan. The purposes of this Special Executive Restricted Stock
Purchase Plan are to attract and retain the best available personnel for positions of substantial
responsibility and to promote the success of the Company’s business. Stock purchase rights may be
granted under the Plan.



     2. Definitions. As used herein, the following definitions shall apply:



          (a) “Administrator” means the Board or its Committee appointed pursuant to Section 4
of the Plan.



          (b) “Affiliate” means an entity other than a Subsidiary (as defined below) which,
together with the Company, is under common control of a third person or entity.



          (c) “Applicable Laws” means the legal requirements relating to the administration of
restricted stock purchase plans under applicable U.S. state corporate laws, U.S. federal and
applicable state securities laws, the Code, any Stock Exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Stock Purchase Rights are granted under
the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.



          (d) “Board” means the Board of Directors of the Company.



          (e) “Change of Control” means a sale of all or substantially all of the Company’s
assets, or any merger or consolidation of the Company with or into another corporation other than a
merger or consolidation in which the holders of more than 50% of the shares of capital stock of the
Company outstanding immediately prior to such transaction continue to hold (either by the voting
securities remaining outstanding or by their being converted into voting securities of the
surviving entity) more than 50% of the total voting power represented by the voting securities of
the Company, or such surviving entity, outstanding immediately after such transaction.



          (f) “Code” means the Internal Revenue Code of 1986, as amended.



          (g) “Committee” means one or more committees or subcommittees of the Board appointed
by the Board to administer the Plan in accordance with Section 4 below.



          (h) “Common Stock” means the Common Stock of the Company.



          (i) “Company” means Financial Engines, Inc., a California corporation.



          (j) “Consultant” means any person, including an advisor, who is engaged by the Company
or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and
any director of the Company whether compensated for such services or not.



 









 





          (k) “Continuous Service Status” means the absence of any interruption or termination
of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant
shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any
other leave of absence approved by the Administrator, provided that such leave is for a period of
not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed
by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time
to time; or (iv) in the case of transfers between locations of the Company or between the Company,
its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an
Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of
Continuous Service Status.



          (l) “Corporate Transaction” means a sale of all or substantially all of the Company’s
assets, or a merger, consolidation or other capital reorganization of the Company with or into
another corporation and includes a Change of Control.



          (m) “Director” means a member of the Board.



          (n) “Employee” means any person employed by the Company or any Parent, Subsidiary or
Affiliate, with the status of employment determined based upon such factors as are deemed
appropriate by the Administrator in its discretion, subject to any requirements of the Code or the
Applicable Laws. The payment by the Company of a director’s fee to a Director shall not be
sufficient to constitute “employment” of such Director by the Company.



          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          (p) “Fair Market Value” means, as of any date, the fair market value of the Common
Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and
applied consistently with respect to Participants. Whenever possible, the determination of Fair
Market Value shall be based upon the closing price for the Shares as reported in the Wall
Street Journal for the applicable date.



          (q) “Listed Security” means any security of the Company that is listed or approved for
listing on a national securities exchange or designated or approved for designation as a national
market system security on an interdealer quotation system by the National Association of Securities
Dealers, Inc.



          (r) “Named Executive” means any individual who, on the last day of the Company’s
fiscal year, is the chief executive officer of the Company (or is acting in such capacity) or among
the four most highly compensated officers of the Company (other than the chief executive officer).
Such officer status shall be determined pursuant to the executive compensation disclosure rules
under the Exchange Act.



          (s) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code, or any successor provision.




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          (t) “Participant” means any holder of one or more Stock Purchase Rights, or the Shares
issuable or issued upon exercise of such awards, under the Plan.



          (u) “Plan” means this Special Executive Restricted Stock Purchase Plan.



          (v) “Reporting Person” means an officer, Director, or greater than ten percent
shareholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required
to file reports pursuant to Rule 16a-3 under the Exchange Act.



          (w) “Restricted Stock” means Shares of Common Stock acquired pursuant to a grant of a
Stock Purchase Right under Section 11 below.



          (x) “Restricted Stock Purchase Agreement” means a written document, the form(s) of
which shall be approved from time to time by the Administrator, reflecting the terms of a Stock
Purchase Right granted under the Plan and includes any documents attached to such agreement.



          (y) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from
time to time, or any successor provision.



          (z) “Share” means a share of the Common Stock, as adjusted in accordance with Section
14 of the Plan.



          (aa) “Stock Exchange” means any stock exchange or consolidated stock price reporting
system on which prices for the Common Stock are quoted at any given time.



          (bb) “Stock Purchase Right” means the right to purchase Common Stock pursuant to
Section 11 below.



          (cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code, or any successor provision.



          (dd) “Ten Percent Holder” means a person who owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any Parent or
Subsidiary.



     3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the
maximum aggregate number of Shares that may be sold under the Plan is 1,000,000 Shares of Common
Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should
expire or become unexercisable for any reason without having been exercised in full, the
unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan. In addition, any Shares of Common Stock which are
retained by the Company upon exercise of an award in order to satisfy the exercise or purchase
price for such award or any withholding taxes due with respect to such exercise or purchase shall
be treated as not issued and shall continue to be available under the Plan. Shares issued under the
Plan and later repurchased by the Company pursuant to any



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repurchase right which the Company may
have shall not be available for future grant under the Plan.


     4. Administration of the Plan.



          (a) General. The Plan shall be administered by the Board or a Committee, or a
combination thereof, as determined by the Board. The Plan may be administered by different
administrative bodies with respect to different classes of Participants and, if permitted by the
Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.



          (b) Committee Composition. If a Committee has been appointed pursuant to this Section
4, such Committee shall continue to serve in its designated capacity until otherwise directed by
the Board. From time to time the Board may increase the size of any Committee and appoint
additional members thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies (however caused) and remove all members of a Committee and
thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in
the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or
Section 162(m) of the Code, to the extent permitted or required by such provisions.



          (c) Powers of the Administrator. Subject to the provisions of the Plan and in the case
of a Committee, the specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion:



               (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(p) of
the Plan, provided that such determination shall be applied consistently with respect to
Participants under the Plan;



               (ii) to select the Employees and Consultants to whom Stock Purchase Rights may from time to
time be granted;



               (iii) to determine whether and to what extent Stock Purchase Rights are granted;



               (iv) to determine the number of Shares of Common Stock to be covered by each award granted;



               (v) to approve the form(s) of agreement(s) used under the Plan;



               (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of
any award granted hereunder, which terms and conditions include but are not limited to the exercise
or purchase price, the time or times when awards may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Stock Purchase Right or Restricted Stock, based in each
case on such factors as the Administrator, in its sole discretion, shall determine;





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               (vii) to construe and interpret the terms of the Plan and awards granted under the Plan, which
constructions, interpretations and decisions shall be final and binding on all Participants; and


               (viii) in order to fulfill the purposes of the Plan and without amending the Plan, to modify
grants of Stock Purchase Rights to Participants who are foreign nationals or employed outside of
the United States in order to recognize differences in local law, tax policies or customs.



     5. Eligibility.



          (a) Recipients of Grants. Stock Purchase Rights may be granted to Employees and
Consultants.



          (b) No Employment Rights. The Plan shall not confer upon any Participant any right
with respect to continuation of an employment or service relationship with the Company, nor shall
it interfere in any way with such Participant’s right or the Company’s right to terminate his or
her employment or service relationship at any time, with or without cause.



     6. Term of Plan. The Plan shall become effective upon its adoption by the Board of
Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under
Section 16 of the Plan.



     7. Stock Purchase Rights.



          (a) Rights to Purchase. When the Administrator determines that it will offer Stock
Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and
restrictions related to the offer, including the number of Shares that such person shall be
entitled to purchase, the price to be paid, and the time within which such person must accept such
offer. In the case of a Stock Purchase Right granted prior to the date, if any, on which the Common
Stock becomes a Listed Security and if required by the Applicable Laws at that time, the purchase
price of Shares subject to such Stock Purchase Rights shall not be less than 85% of the Fair Market
Value of the Shares as of the date of the offer, or, in the case of a Ten Percent Holder, the price
shall not be less than 100% of the Fair Market Value of the Shares as of the date of the offer. If
the Applicable Laws do not impose the requirements set forth in the preceding sentence and with
respect to any Stock Purchase Rights granted after the date, if any, on which the Common Stock
becomes a Listed Security, the purchase price of Shares subject to Stock Purchase Rights shall be
as determined by the Administrator. The offer to purchase Shares subject to Stock Purchase Rights
shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by
the Administrator.



          (b) Repurchase Option.



               (i) General. Unless the Administrator determines otherwise, the Restricted Stock
Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or
involuntary termination of the purchaser’s employment with the Company for any reason (including
death or disability). The purchase price for Shares repurchased



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pursuant to the Restricted Stock
Purchase Agreement shall be the original purchase price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse
at such rate as the Administrator may determine, provided that with respect to a Stock Purchase
Right granted prior to the date, if any, on which the Common Stock becomes a Listed Security to a purchaser who is not an officer, Director or
Consultant of the Company or of any Parent or Subsidiary of the Company, it shall lapse at a
minimum rate of 20% per year if required by the Applicable Laws.



          (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other
terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each purchaser.



          (d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser
shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or
her purchase is entered upon the records of the duly authorized transfer agent of the Company. No
adjustment will be made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan.



     8. Taxes.



          (a) As a condition of the exercise of a Stock Purchase Right granted under the Plan, the
Participant (or in the case of the Participant’s death, the person exercising the Stock Purchase
Right) shall make such arrangements as the Administrator may require for the satisfaction of any
applicable federal, state, local or foreign withholding tax obligations that may arise in
connection with the exercise of the Stock Purchase Right and the issuance of Shares. The Company
shall not be required to issue any Shares under the Plan until such obligations are satisfied. If
the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax
withholding obligations under this Section 8 (whether pursuant to Section 8(c), (d) or (e), or
otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the
minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.



          (b) In the case of an Employee and in the absence of any other arrangement, the Employee shall
be deemed to have directed the Company to withhold or collect from his or her compensation an
amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable
after the date of an exercise of the Stock Purchase Right.



          (c) This Section 8(c) shall apply only after the date, if any, upon which the Common Stock
becomes a Listed Security. In the case of Participant other than an Employee (or in the case of an
Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with
respect to any remaining tax obligations), in the absence of any other arrangement and to the
extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have
the Company withhold from the Shares to be issued upon exercise of the Stock Purchase Right that
number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined
below) equal to the amount required to be


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withheld. For purposes of this Section 8, the Fair Market
Value of the Shares to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined under the Applicable Laws (the “Tax Date”).


          (d) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her
tax withholding obligations upon exercise of a Stock Purchase Right by surrendering to the Company
Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount
required to be withheld. In the case of shares previously acquired from the Company that are
surrendered under this Section 12(d), such Shares must have been owned by the Participant for more
than six (6) months on the date of surrender (or such other period of time as is required for the
Company to avoid adverse accounting charges).



          (e) Any election or deemed election by a Participant to have Shares withheld to satisfy tax
withholding obligations under Section 12(c) or (d) above shall be irrevocable as to the particular
Shares as to which the election is made and shall be subject to the consent or disapproval of the
Administrator. Any election by a Participant under Section 12(d) above must be made on or prior to
the applicable Tax Date.



          (f) In the event an election to have Shares withheld is made by a Participant and the Tax Date
is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the
Code, the Participant shall receive the full number of Shares with respect to which the Stock
Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back
to the Company the proper number of Shares on the Tax Date.



     9. Non-Transferability of Stock Purchase Rights. Except as set forth in this Section
9, Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent or distribution. A Stock Purchase
Right may be exercised, during the lifetime of the holder of a Stock Purchase Right, only by such
holder or a transferee permitted by this Section 9.



     10. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.



       
   (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the number of Shares of Common Stock covered by each outstanding Stock Purchase Right
and the number of Shares of Common Stock that have been authorized for issuance under the Plan but
as to which no Stock Purchase Rights have yet been granted or that have been returned to the Plan
upon cancellation or expiration of a Stock Purchase Right, as well as the price per Share of Common
Stock covered by each such outstanding Stock Purchase Right, shall be proportionately adjusted for
any increase or decrease in the number of issued Shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination, recapitalization or reclassification of
the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock
effected without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Administrator, whose determination in



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that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of Shares of Common Stock subject to a Stock Purchase Right.


    
      (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the
Company, each Stock Purchase Right will terminate immediately prior to the consummation of such
action, unless otherwise determined by the Administrator.



          (c) Corporate Transaction. In the event of a Corporate Transaction, each outstanding
Stock Purchase Right shall be assumed or an equivalent right shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation (the “Successor
Corporation”), unless the Successor Corporation does not agree to assume the award or to
substitute an equivalent right, in which case such Stock Purchase Right shall terminate upon the
consummation of the transaction.



          Notwithstanding the above, in the event of a Change of Control and irrespective of whether
outstanding awards are being assumed, substituted or terminated in connection with the transaction,
the vesting and exercisability of each outstanding Stock Purchase Right may accelerate such that
the Stock Purchase Rights shall become vested and exercisable to the extent so determined by the
Administrator.



          (d) Certain Distributions. In the event of any distribution to the Company’s
shareholders of securities of any other entity or other assets (other than dividends payable in
cash or stock of the Company) without receipt of consideration by the Company, the Administrator
may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each
outstanding Stock Purchase Right to reflect the effect of such distribution.



     11. Time of Granting Stock Purchase Rights. The date of grant of a Stock Purchase
Right shall, for all purposes, be the date on which the Administrator makes the determination
granting such Stock Purchase Right, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee or Consultant to whom a Stock Purchase
Right is so granted within a reasonable time after the date of such grant.



     12. Amendment and Termination of the Plan.



          (a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend
or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an
adjustment pursuant to Section 14 above) shall be made that would materially and adversely affect
the rights of any holder of Stock Purchase Rights under any outstanding grant, without his or her
consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the
Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required.



          (b) Effect of Amendment or Termination. No amendment or termination of the Plan shall
materially and adversely affect Stock Purchase Rights already granted, unless


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mutually agreed
otherwise between the holder of the Stock Purchase Rights and the Administrator, which agreement
must be in writing and signed by the holder and the Company.



     13. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the
Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be
obligated, and shall have no liability for failure, to issue or deliver any Shares under the
Plan unless such issuance or delivery would comply with the Applicable Laws, with such
compliance determined by the Company in consultation with its legal counsel. As a condition to
the exercise of a Stock Purchase Right, the Company may require the person exercising the award to
represent and warrant at the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares if, in the opinion
of counsel for the Company, such a representation is required by law.



     14. Reservation of Shares. The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.



     15. Agreements. Stock Purchase Rights shall be evidenced by Restricted Stock Purchase
Agreements, respectively, in such form(s) as the Administrator shall from time to time approve.



     16. Shareholder Approval. If required by the Applicable Laws, continuance of the Plan
shall be subject to approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and
to the degree required under the Applicable Laws.



     17. Information and Documents to Purchasers. Prior to the date, if any, upon which the
Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall
provide financial statements at least annually to each individual who acquired Shares pursuant to
the Plan, during the period such purchaser has one or more Stock Purchase Rights outstanding, and
in the case of an individual who acquired Shares pursuant to the Plan, during the period such
individual owns such Shares. The Company shall not be required to provide such information if the
issuance of Stock Purchase Rights under the Plan is limited to key employees whose duties in
connection with the Company assure their access to equivalent information.



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FINANCIAL ENGINES, INC.




SPECIAL EXECUTIVE RESTRICTED STOCK PURCHASE PLAN




RESTRICTED STOCK PURCHASE AGREEMENT




     This Restricted Stock Purchase Agreement (the “Agreement”) is made as of [Date], by
and between Financial Engines, Inc., a California corporation (the “Company”), and [Name]
(“Purchaser”) pursuant to the Company’s Special Executive Restricted Stock Purchase Plan.
To the extent any capitalized terms used in this Agreement are not defined, they shall have the
meaning ascribed to them in the Special Executive Restricted Stock Purchase Plan.



     1. Sale of Stock. Subject to the terms and conditions of this Agreement, on the
Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees
to purchase from the Company, [amount] [(           )] shares of the Company’s Common Stock (the
“Shares”) at a purchase price of One Cent ($.01) per Share for a total purchase price of
[amount] [(           )]. The term “Shares” refers to the purchased Shares and all
securities received in replacement of or in connection with the Shares pursuant to stock dividends
or splits, all securities received in replacement of the Shares in a recapitalization, merger,
reorganization, exchange or the like, and all new, substituted or additional securities or other
properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.



     2. Purchase. The purchase and sale of the Shares under this Agreement shall occur at
the principal office of the Company simultaneously with the execution of this Agreement by the
parties, or on such other date as the Company and Purchaser shall agree (the “Purchase
Date”). On the Purchase Date, the Company will deliver to Purchaser a certificate representing
the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment
of the purchase price therefor by Purchaser by (a) check made payable to the Company, (b)
cancellation of indebtedness of the Company to Purchaser, or (c) by a combination of the foregoing.



     3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below).
After any Shares have been released from such Repurchase Option, Purchaser shall not assign,
encumber or dispose of any interest in such Shares except in compliance with the provisions below
and applicable securities laws.



          (a) Repurchase Option.



               (i) In the event of the voluntary or involuntary termination of Purchaser’s employment or
consulting relationship with the Company for any reason (including death or disability), with or
without cause, the Company shall upon the date of such termination (the “Termination Date”)
have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such date to repurchase all or any portion of the Shares held by Purchaser
as of the Termination Date which have not yet been released from the Company’s Repurchase



 









 







Option at
the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock
dividends and the like).



               (ii) Unless the Company notifies Purchaser within 90 days from the date of termination of
Purchaser’s employment or consulting relationship that it does not intend to exercise its
Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed
automatically exercised by the Company as of the 90th day following such termination, provided that
the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to
such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding
sentence that the Company does not intend to exercise its Repurchase Option as to some or all of
the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser
constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase
Option with respect to all Shares to which such Repurchase Option applies. The Company, at its
choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase
Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the
Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an
amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by
a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals
such purchase price. In the event of any deemed automatic exercise of the Repurchase Option
pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness
equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled
as of the 90th day following termination of Purchaser’s employment or consulting relationship
unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of
Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of
the Shares being repurchased and shall have all rights and interest therein or related thereto, and
the Company shall have the right to transfer to its own name the number of Shares being repurchased
by the Company, without further action by Purchaser.



               (iii) 100% of the Shares shall initially be subject to the Repurchase Option. All of the
Shares shall be released from the Repurchase Option on the seven (7) year anniversary of the
Vesting Commencement Date (as set forth on the signature page of this Agreement). In addition, all
of the Shares shall earlier be released as follows: (a) Fifty Percent (50%) of the Shares on the
date six (6) months following the closing of the Company’s underwritten initial public offering
registered under the Securities Act of 1933, as amended (the “Securities Act”), and the
remaining Fifty Percent (50%) of the Shares on the date twelve (12) months following the closing of
the Company’s underwritten initial public offering registered under the Securities Act, and (b) One
Hundred Percent 100% of any and all Shares remaining subject to the Repurchase Option, upon a
Change of Control.



     
     (b) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(b) (the “Right of First Refusal”).



     
          (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (A) the Holder’s bona fide intention to
sell or otherwise transfer such Shares; (B) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (C) the number of Shares to be transferred to each Proposed
Transferee; and (D) the terms and conditions of each proposed sale or transfer. The Holder shall
offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms
as similar as reasonably possible) to the Company or its assignee(s).




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            (ii) Exercise of Right of First Refusal. At any time within 30 days after receipt of
the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect
to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more
of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii)
below.



    
           (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent value of the non cash
consideration shall be determined by the Board of Directors of the Company in good faith.



     
          (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness or by any combination thereof within 30 days after receipt of the Notice
or in the manner and at the times set forth in the Notice.



     
          (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(b), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within 60 days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any applicable securities laws and
the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes
to change the price or other terms to make them more favorable to the Proposed Transferee, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.



      
         (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust
for the benefit of Purchaser’s Immediate Family shall be exempt from the
provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee
or other recipient shall receive and hold the Shares so transferred subject to the provisions of
this Section, and there shall be no further transfer of such Shares except in accordance with the
terms of this Section 3.



   
       (c) Involuntary Transfer.



     
          (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including divorce or death, but excluding, in the event of death, a transfer to Immediate Family
as set forth in Section 3(b)(vi) above) of all or a portion of the


-3-









 







Shares by the record holder
thereof, the Company shall have the right to purchase all of the Shares transferred at the greater
of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the
Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall
promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares
shall be provided to the Company for a period of 30 days following receipt by the Company of
written notice by the person acquiring the Shares.



     
          (ii) Price for Involuntary Transfer. With respect to any stock to be transferred
pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the stock in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within 30 days after receipt by it of written notice of the transfer or
proposed transfer of Shares. However, if Purchaser does not agree with the valuation as determined
by the Board of Directors of the Company, Purchaser shall be entitled to have the valuation
determined by an independent appraiser to be mutually agreed upon by the Company and Purchaser and
whose fees shall be borne equally by the Company and Purchaser.



   
       (d) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company or other persons or
organizations.



     
     (e) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement,
including, insofar as applicable, the Repurchase Option. In the event of any purchase by the
Company hereunder where the Shares or interest are held by a transferee, the transferee shall be
obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for
consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase
Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem
any transferee to have transferred the Shares or interest to Purchaser prior to their purchase by
the Company, and payment of the purchase price by the Company to such transferee shall be deemed to
satisfy Purchaser’s obligation to pay such transferee for such Shares or interest, and also to
satisfy the Company’s obligation to pay Purchaser for such Shares or interest. Any sale or
transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.


    
      (f) Termination of Rights. The right of first refusal granted the Company by Section
3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted
the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the
Company to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act. Upon termination of
the Right of First Refusal and the expiration or exercise of the Repurchase Option, a new
certificate or certificates representing the Shares not repurchased shall be issued, on request,
without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.



     4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the
provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s)


-4-









 





for
the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an
Assignment Separate from Certificate in the form attached to this Agreement as Exhibit A
executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the
Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment
Separate from Certificate in escrow and to take all such actions and to effectuate all such
transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby
acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the
escrow holder with the foregoing authorities as a material inducement to make this Agreement and
that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees
that said escrow holder shall not be liable to any party hereof (or to any other party). The
escrow holder may rely upon any letter, notice or other document executed by any signature
purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the
Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of
Directors of the Company shall have the power to appoint a successor to serve as escrow holder
pursuant to the terms of this Agreement.



     5. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:



          (a) Purchaser is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her own
account only and not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act or under any applicable provision of state law. Purchaser
does not have any present intention to transfer the Shares to any other person or entity.



          (b) Purchaser understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Purchaser’s investment intent as expressed herein.



          (c) Purchaser understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares
indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and
qualification requirements is available. Purchaser acknowledges that the Company has no obligation
to register or qualify the Shares for resale. Purchaser further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Shares, and
requirements relating to the Company which are outside of Purchaser’s control, and which the
Company is under no obligation and may not be able to satisfy.



          (d) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection the purchase or disposition
of the Shares and that Purchaser is not relying on the Company for any tax advice.



-5-









 








     6. Restrictive Legends and Stop-Transfer Orders.



       
   (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):




	 	(i)	 	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
	 
	 	(ii)	 	THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT
BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.





     
     (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.



    
      (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to
vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred.



     7. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to
terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.



     8. Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference
between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any
restrictions on the Shares lapse. In this context, “restriction” means the right of the
Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of


-6-









 







this
Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are
purchased, rather than when and as the Repurchase Option expires, by filing an election under
Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30
days from the date of purchase. Even if the Fair Market Value of the Shares at the time of the
execution of this Agreement equals the amount paid for the Shares, the election must be made to
avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an
election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser
further understands that an additional copy of such election form should be filed with his or her
federal income tax return for the calendar year in which the date of this Agreement falls.
Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal
income taxation with respect to purchase of the Shares hereunder, and does not purport to be
complete. Purchaser further acknowledges that the Company has directed Purchaser to seek
independent advice regarding the applicable provisions of the Code, the income tax laws of any
municipality, state or foreign country in which Purchaser may reside, and the tax consequences of
Purchaser’s death.



     Purchaser agrees that he will execute and deliver to the Company with this executed Agreement
a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the
“Acknowledgment”), attached hereto as Exhibit B. Purchaser further agrees that
Purchaser will execute and submit with the Acknowledgment a copy of the 83(b) Election, attached
hereto as Exhibit C, if Purchaser has indicated in the Acknowledgment his or her decision
to make such an election.



     9. Lock-Up Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing any underwritten
offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any securities of the Company however
or whenever acquired (other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period of time (not to
exceed 180 days) from the effective date of such registration as may be requested by the Company or
such managing underwriters and to execute an agreement reflecting the foregoing as may be requested
by the underwriters at the time of the public offering.




     10. Miscellaneous.



          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.



          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by either party to enforce any rights under this Agreement shall not
be construed as a waiver of any rights of such party.



-7-









 






          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of
the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of
the Agreement shall be enforceable in accordance with its terms.



          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.



          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party’s address as set forth below or as subsequently
modified by written notice.



          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.



          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION
25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS
AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.



[Signature Page Follows]



-8-









 








     The parties have executed this Agreement as of the date first set forth above.



	 	 	 	 	 
	 	FINANCIAL ENGINES, INC.

 	 
	 	By:  	 	 
	 	 	Raymond J. Sims 	 
	 	 	Chief Financial Officer

	 
	 	
Address:

1804 Embarcadero Road

Palo Alto, CA  94303 	 
	 
	 	PURCHASER:

 	 
	 	 	 
	 	[Name]

 	 
	 	Address: 	 
	 
	 	 	 
	 	 	 
	 



Vesting
Commencement Date: [Date]





     I,                                                             , spouse of [Name], have read
 and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares
as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further
agree that any community property or similar interest that I may have in the Shares shall be
similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Spouse of [Name] 	 
	 	 	 	 




-10-









 








EXHIBIT A




ASSIGNMENT SEPARATE FROM CERTIFICATE





     FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement between
the undersigned (“Purchaser”) and Financial Engines, Inc., dated                                         ,            (the
“Agreement”), Purchaser hereby sells, assigns and transfers unto                                                             
(            ) shares of the Common Stock of Financial Engines, Inc., standing in Purchaser’s name on
the books of said corporation represented by Certificate No.       and hereby irrevocably
constitutes and appoints                                                    to transfer said stock on the books of the
within-named corporation with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY
BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO.



	 	 	 	 	 
	Dated:                                                                        	


Signature:

 	 
	 	 	 
	 	[Name] 	 
	 	Spouse of [Name] (if applicable) 	 
	 


Instruction: Please do not fill in any blanks other than the signature line. The purpose of this
assignment is to enable the Company to exercise its repurchase option set forth in the Agreement
without requiring additional signatures on the part of Purchaser.















 








EXHIBIT B




ACKNOWLEDGMENT AND STATEMENT OF DECISION




REGARDING SECTION 83(b) ELECTION





     The undersigned (which term includes the undersigned’s spouse), a purchaser of [amount] [(          
)] shares of Common Stock of Financial Engines, Inc., a California corporation (the
“Company”) by exercise of stock purchase right (the “Right”) granted pursuant to the Company’s
Special Executive Stock Plan (the “Plan”), hereby states as follows:



     1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such
shares. The undersigned has carefully reviewed the Plan and the stock purchase agreement pursuant
to which the Right was granted.



     2. The undersigned either [check and complete as applicable]:



     (a)          has consulted, and has been fully advised by, the undersigned’s own tax advisor,
                                                            , whose business address is               
                                              , regarding the
federal, state and local tax consequences of purchasing shares under the Plan, and particularly
regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue
Code of 1986, as amended (the “Code”) and pursuant to the corresponding provisions, if any, of
applicable state law; or



     (b)          has knowingly chosen not to consult such a tax advisor.



     3. The undersigned hereby states that the undersigned has decided [check as applicable]:



     (a)          to make an election pursuant to Section 83(b) of the Code, and is submitting to the
Company, together with the undersigned’s executed Restricted Stock Purchase Agreement, an executed
form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986;” or



     (b)          not to make an election pursuant to Section 83(b) of the Code.













 





     4. Neither the Company nor any subsidiary or representative of the Company has made any
warranty or representation to the undersigned with respect to the tax consequences of the
undersigned’s purchase of shares under the Plan or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state
law.



	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 
	 		 	 	 	 
	 

	 	 	 	 	 	 	 	 

[Name]
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Spouse of [Name]	 	 






-2-









 






EXHIBIT C




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




     The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue
Code, to include in taxpayer’s gross income for the current taxable year, the amount of any
compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described
below:



     1. The name, address, taxpayer identification number and taxable year of the undersigned are
as follows:



	 	 	 	 	 
	          NAME OF TAXPAYER:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	          NAME OF SPOUSE:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	          ADDRESS:
	 	 	 	 
	 

	 	 

	 	 
	 
	 

	 	 







	 	 	 	 	 
	          IDENTIFICATION NO. OF TAXPAYER:

	 	 

	 	 






	 	 	 	 	 
	          
IDENTIFICATION NO. OF SPOUSE:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	          TAXABLE YEAR:

	 	 

	 	 






     2. The property with respect to which the election is made is described as follows:



                                           shares of the Common Stock of Financial Engines, Inc., a California
corporation (the “Company”).



     3. The date on which the property was transferred is:                           



     4. The property is subject to the following restrictions:



          Repurchase option at cost in favor of the Company upon termination of taxpayer’s employment or
consulting relationship.



     5. The fair market value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such property is: $                          .



     6. The amount (if any) paid for such property: $                    



     The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above described property. The
transferee of such property is the person performing the services in connection with the transfer
of said property.













 





     The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 		 	 	 	 
	 

	 	 	 	 	 	 	 	 

[Name]
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Spouse of [Name]	 	 
















 






RECEIPT




   
  Financial Engines, Inc. hereby acknowledges receipt of a check in the amount of


 [amount] [(      
    
)], given by [Name] as consideration for Certificate
No. _______________ for


[amount] [(          

)] shares of Common Stock of Financial Engines, Inc.



Dated:   
              
              
             




	 	 	 	 	 
	 	FINANCIAL ENGINES, INC.

 	 
	 	By:  	 	 
	 	 	Raymond J. Sims 	 
	 	 	Chief Financial Officer 	 













 






	 	 	 	 	 



RECEIPT AND CONSENT





     The undersigned hereby acknowledges receipt of a photocopy of Certificate No.            for
[amount] [(            )] shares of Common Stock of Financial Engines, Inc..



     The undersigned further acknowledges receipt of a copy of Section 260.141.11 of the Rules of
the Commissioner of Corporations of the State of California, which copy is attached to the
aforementioned photocopy of the certificate.



     The undersigned further acknowledges that the Secretary of the Company, or his or her
designee, is acting as escrow holder pursuant to the Restricted Stock Purchase Agreement Purchaser
has previously entered into with the Company. As escrow holder, the Secretary of the Company, or
his or her designee, holds the original of the aforementioned certificate issued in the
undersigned’s name.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:


	 	  	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

[Name]